The agreement caps each party's total liability to the other at five times the total fees paid or payable in the one-month period preceding the liability-triggering event, or USD $100.00, whichever is greater. Neither party is liable for lost profits, lost business opportunities, data loss, or indirect, incidental, consequential, special, or punitive damages.
This analysis describes what LinkedIn's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a mutual damages cap that, in practice, may result in very low absolute liability limits for advertisers with modest monthly ad spend. The carve-outs for payment, confidentiality, indemnification, fraud, gross negligence, intentional misconduct, personal injury, and IP violations are noted in Section 8 of the agreement.
Under this clause, LinkedIn's maximum financial liability to an advertiser in connection with the agreement is capped at five times the prior month's fees or USD $100.00, whichever is greater, excluding claims for indemnification, fraud, gross negligence, and IP violations. Lost profits and consequential damages are excluded from recovery by either party.
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"To the fullest extent permitted by law, neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. Neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for an amount that exceeds the greater of (a) five (5x) times the total fees paid or payable to LinkedIn during the 1-month period before the event giving rise to the liability or (b) USD $100.00.— Excerpt from LinkedIn's LinkedIn Ads Agreement
(1) REGULATORY LANDSCAPE: Limitation of liability clauses are standard in commercial software and platform agreements and are governed primarily by state contract law in the US and by the Unfair Contract Terms Act and equivalent provisions in the UK and EU. Some jurisdictions limit the enforceability of liability caps in cases of gross negligence or intentional misconduct, which the agreement addresses through a specific carve-out. (2) GOVERNANCE EXPOSURE: Medium. The 5x monthly fee cap may result in a very low absolute dollar liability limit for advertisers with low monthly ad spend, potentially limiting recovery in the event of a material service failure. The exclusion of data loss from recoverable damages is relevant for advertisers who rely on campaign analytics data retained by LinkedIn. (3) JURISDICTION FLAGS: UK courts have assessed limitation of liability clauses under the reasonableness test of the Unfair Contract Terms Act 1977; the very low absolute minimum of USD $100.00 may face scrutiny in that context. EU consumer protection law may limit enforceability of liability caps depending on whether the advertiser is classified as a consumer under applicable member state law. (4) CONTRACT AND VENDOR IMPLICATIONS: The liability cap does not apply to indemnification obligations, meaning the advertiser's indemnification exposure under Section 7 is uncapped. Procurement teams should assess whether this asymmetry is consistent with their enterprise risk policy and whether cyber liability or errors and omissions insurance is structured to respond to losses exceeding the contractual cap. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the liability cap is enforceable in their operating jurisdiction and whether the carve-outs for fraud, gross negligence, and intentional misconduct provide adequate protection for the advertiser's material risk scenarios.
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This provision establishes a mutual damages cap that, in practice, may result in very low absolute liability limits for advertisers with modest monthly ad spend. The carve-outs for payment, confidentiality, indemnification, fraud, gross negligence, intentional misconduct, personal injury, and IP violations are noted in Section 8 of the agreement.
Under this clause, LinkedIn's maximum financial liability to an advertiser in connection with the agreement is capped at five times the prior month's fees or USD $100.00, whichever is greater, excluding claims for indemnification, fraud, gross negligence, and IP violations. Lost profits and consequential damages are excluded from recovery by either party.
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